People Like Us
by lifesnogoodwithoutasmile
Summary: The avengers are a group of miss-matched people. A time-bomb. Victoria May has been with S.H.I.E.L.D since she was 16years old. The trainer of Hawkeye and Black Widow is called in to help with the fight against Loki. The feisty Brit catches the eye of a certain Captain, and is accepted in to the arms of the avengers. Can she be the glue that holds the team together?
1. Chapter 1

**Hi guys!**

**This is my first Avengers story I have ever done so it give it a chance. I would appreciate it if people could review it and let me know how I am doing =D So this is the first chapter, I hope you enjoy, there's a bit of background in this chapter but the action will pick up. so don't worry. **

**Enjoy! **

**x**

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London Rooftop

11:30pm

She span round and kicked the last oncoming attacker in the gut and sent him soaring back into the high concrete wall that lined the roof of the tall London building she was currently on. From the kick, she landed back into a position that was poised and ready to strike again if needed, she glanced from left to right at the bodies that littered the rooftop, all of them unconscious, but none of them dead.

"There's no more." A voice she recognised said. She span round and came faced with Agent Phil Coulson of S.H.I.E.L.D. Phil Coulson was a man in his forties who had short dark hair with a receding hairline. As usual the man before her stood in a charcoal grey suit with a black tie, with a briefcase in hand, giving the impression that he was not here on a friendly visit. The girl straightened up and walked over to the agent.

"To what do I owe the pleasure Coulson?" She said.

"We need you back in America. We have a situation that requires your expertise." He said as he opened up the brief case and brought out a brown file that was about an inch or so thick. He then handed it to her. The female opened up the file and scanned the first page and looked back at Coulson.

"Why wasn't I informed that Barton had been compromised immediately?" She said with irritation clear in her voice. Coulson frowned slightly.

"Fury believed that it could be handled without you. There is a car waiting downstairs to transport you to the air field where a quinjet is waiting to transport you to the Hellcarrier." Coulson explained as he opened up a door for the female. The girl simply nodded and made her way down to the car with thoughts running around in her head.

Victoria May, had been an Agent at S.H.I.E.L.D since she was 16years old. Before that however, her life was monstrous. She was born in the south east of London in one of the poorest estates in the capital city, her father and mother were killed during a car accident when Victoria was only 2 years old, after that she was left to her uncle on her father's side. Her uncle was a despicable and horrid fat man, he had a baldhead and cold grey eyes. His mouth was set in a permanent sneer where you were able to see his yellow crooked teeth, which were stained from heavy smoking. He gave no love to Victoria and treated her like she was nothing but a piece of crap on the bottom of his shoe, and if it was possible the treatment got worse when Victoria turned 5 years old.

See, Victoria is what people would call a mutant, she had the ability to control any form of the 4 main elements. Fire, Water, Air and Earth. She discovered this when her uncle burned her with a cigarette. He kept burning her and burning her, but she couldn't feel a thing because her skin had heated up to the same temperature as the cigarette so it wouldn't burn her. Now her uncle was angered by this and beat her into unconsciousness. From that moment on Victoria hid from her mutant side and refrained from using it because of the fear of beating. It didn't matter she was beaten anyway. For the next 6 years this continued, beatings everyday not only physically but also mentally, until Victoria ran away. From that moment Victoria fell into the wrong crowd, she was led into a world of underground street fighting, where there were no rules, it was fight or die. So Victoria chose to fight. Until that one glorious day when Phil Coulson found her bleeding out in the street.

The quinjet landed on the flight deck of the S.H.I.E.L.D hellcarrier, and the back door to the jet began to lower let the breeze from the sea rush into the compartment. Sighing, Victoria picked up her bag from the ground by her feet and lowered her sunglasses onto her face. The sun was bright as she stepped of and she saw that as per usual the deck was a hive of activity. She looked around and was actually happy to be back where she considered home.

"Vic!" A voice shouted at her. She turned her head to the direction of the voice and saw none other the red-headed Russian that she helped train. Victoria smiled and hugged her best friend.

"Alright Tash?" Victoria smiled. Natasha Romanoff frowned. "We'll get him back, don't worry." Natasha simply nodded as Coulson walked up to the pair.

"You are needed on the bridge Coulson. They are starting the face trace." Natasha stated. Coulson nodded and headed inside.

"So how long are you here for?" Natasha asked.

"Until we get Clint back." Victoria answered and adjusted her bag so it was resting on her shoulder. "I'm going to head inside and change. I will meet on the bridge in a while." And with that Victoria and headed the familiar route to her room on the Hellcarrier.

Her room was small and minimalistic, just how she liked it and everything was the same as she had left it. Opposite the door she entered was a standard single bed with black and white sheets. To her right was a black metal desk that had a lamp and a laptop on the surface, next to that was a wardrobe that contained her S.H.I.E.L.D uniform. Over to her left there was a door that led to a miniscule bathroom, which consisted of a shower, sink and toilet. With sigh she chucked her bag on her bed and went into her bathroom. Looking in the mirror, she saw a grimy, bloodied woman staring back at her. Her face was covered in small cuts from the fight she had just flown from and she had a bruise forming around her jaw where she took a hit. Sighing once more she stepped out of her uniform into the shower.

While in the shower her thoughts turned to her friend Natasha, who must be feeling pretty worried. Victoria had known Natasha since she had arrived at S.H.I.E.L.D, even though they were the same age Natasha arrived at S.H.I.E.L.D a good few years after Victoria, and by the time she did arrive Victoria was almost the highest ranking agent, after Coulson of course. So it was only natural that Victoria had a hand in training Natasha. Clint Barton, aka Hawkeye also was instrumental to Natasha coming to S.H.I.E.L.D. Barton had been sent to kill her but he made a different call and in a way saved Natasha. Ever since then they have had a bond that no one really understood, not even them. Victoria saw it as love, but Natasha didn't believe in love, she said it was for children. Turning the shower off, Victoria grabbed a towel and stepped out and got ready to head up to the bridge.

The bridge as always was a hive of activity; people were running back and fore different computers and making sure that take off was running smoothly. Director Fury was a tall man with dark skin, he had an eye patch over one eye and the other eye always looked like it was staring right through you and into your soul, which is what said eye was doing to Victoria as soon as she stepped on to the bridge.

"Agent May, welcome aboard." He said. Victoria nodded in his direction.

"Director Fury. What's the current situation?" she asked as she headed towards a computer that was running scans for Barton's face and a face that she didn't recognise.

"We are sweeping every wirelessly accessible camera on the planet. If it's connected to a satellite it's eyes and ears for us." Coulson answered for Fury. Victoria nodded in response.

"That's not going to find them in time." Natasha said.

"You have to narrow the field." Said a man. Victoria looked over and saw that she assumed was Doctor Banner. His picture had been in the folder that Coulson had given her. Doctor Banner continued to explain that he could narrow the field by using spectrometers what they were, Victoria didn't know. Next thing she knew Tasha was walking out of the room with Banner.

"May, I would like you to meet Captain Rogers." Fury said pointing to a man who was sat at the table. Victoria hadn't realised she had walked past him. He was at least 6ft from what she could tell. He had short blonde hair that was styled like it was from the forties. His face was well structure with a strong jaw and he had bright blue eyes that had a sparkle of seriousness in them. He wore a pair of grey slacks and a green and white chequered shirt with a brown leather jacket over the top. From what Victoria could see underneath all that clothing was a well defined man. Victoria had to admit he was incredibly handsome.

Captain Steve Rodgers looked at the woman in front of him and could almost swear that Peggy Carter was stood in front of him. She had the same dark hair, the same pale skin, and the same dark eyes that Peggy had. She also had the same strong presence that Peggy had and that intimidated him. Even now with him being a super solider he was terrified of women. Steve stood up and greeted her.

"Ma'am" He said.

"Captain Rodgers." She answered with a thick British accent. Just like Peggy, he thought.

"Agent May is here to assist you apprehend Loki and bring him back so we can find the tesseract." Fury said. "Agent May why don't you show the Captain around a bit." He said and then turned away and left Victoria to show the Captain out of the bridge.

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**There we go guys hope you enjoy! Reviews please! **


	2. Chapter 2

**Hey there!**

**Here's the second chapter I hope you enjoy! I noticed I forgot to say in the last chapter that I don't own any of the avengers characters or even some of the speech! (Some bits are taken from the film. All credit goes to them) However the character Victoria May is entirely my own creation! **

**So I hope you enjoy!**

**=D **

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Captain Rodgers stared in wonder as he passed through the hallways of the Hellcarrier. The shiny metal and all the new technology confused him, and 90% of the time he wasn't even sure how most of it was possible. Also the more time he spent in the presence of Victoria May the more she reminded him of Peggy and that confused him further. As they walked, Victoria spoke with a professional manner, pointing out all the places Rodgers had access to and all the common areas of the vessel. It wasn't long before they came to a place that Steve actually recognised.

"And this is the gym. Well one of them anyway." Victoria stated as she walked into the large room. A room that Steve could actually cope with, in the middle of the room was a boxing ring and to the left of that were a row of punching bags and to the right of the ring there was a padded floor and a section for weight lifting. To Steve it looked incredibly simple. "This gym usually doesn't get used all that much because it doesn't have the machines that everyone uses. I thought you might prefer it here." She said. Steve looked at her confused.

"Why would you say that ma'am?" He asked.

"You are a man out of time Captain. I highly doubt you know how a rowing machine works, or a running machine for that matter." She said turning to face him. Steve was taken back by the bluntness of her words, no one had ever spoken to him in that way before, and it made him blush from embarrassment to which Victoria raised her eyebrow at.

"May I ask a question?" She said. Steve simply nodded.

"Do I intimidate you Captain? Do I make you uncomfortable?" She asked and once again Steve was taken back by her forwardness.

"Yes ma'am you are, but…t-that's b-beca-use I'm n-not used to talking to d-dames, I mean women." Steve stuttered and mentally slapped himself for doing so. Victoria smiled at his nervousness.

"I suppose you haven't had much opportunity have you." She mused, to which Steve shook his head.

"No ma'am." He said.

"Well I guess we will have to change that then. Also, stop calling me ma'am it makes me feel old. Call me Victoria or May." She said with a smile.

"All right then, Victoria." He smiled, he was about to say something else when something on her belt beeped, and she looked down and frowned.

"We are needed on the bridge." She said professionally again and walked out of the gym leading the way. It took at least 5 minutes to get to the bridge and once there it seemed even more busier than before.

"What's happening?" Victoria asked as she walked in through the doors.

"We have located Loki. He's in Struttgart in Germany." Coulson said. Victoria nodded and headed back out the way she came. Leaving Captain America looking at Fury.

"Suit up Cap, you're up." Fury said. Steve nodded and headed to get his uniform.

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**Stuttgart, Germany. **

**9:00pm. **

From the pilot seat where Victoria sat, she could see out into the city, and it was chaos. There were two or three police cars over turned and in the square at least a hundred people were kneel before this dude. Obviously this was Loki. Loki stood at least 6ft if not a little less and was dressed in black and green clothing with a green cape. In his right hand he had a gold scepter that was glowing blue at the top. His face had a sadistic look to it and, was framed by a gold helmet that had what could only be described as antlers coming out of the top.

Victoria watched as an old man rose from his knees to confront Loki, and as Loki walked threateningly towards him. Just as Loki was going to kill the old man a blur of red, white and blue smacked Loki back. Then pandemonium broke loose. People ran all directions while Steve tried to convince Loki to stand down, as Natasha, who was sat next to Victoria, brought out the big guns. This however didn't work, as the next thing Victoria knew a ball of blue energy came barrelling towards them, and Victoria had to swerve to the side to escape being hit. Then she watched as Loki and Steve battled it out. However the fight didn't last long as the PA system in the quinjet was highjacked and began playing 'Shoot to thrill' by AC/DC and a blur of red and gold shot past window and knocked Loki back onto the steps, where he promptly surrendered.

Victoria handed control of the jet over to Natasha, so she could land, and got up and walked over to the back door, which she lowered as they landed. Once they were on the ground, Steve dragged Loki in and chucked him on a seat and they were followed by Iron Man a.k.a Tony Stark. A man she hadn't seen since he had become Iron Man. Victoria motioned for Natasha to take off as she shut the door and walked back to her seat in the cock pit. Steve and Tony both took up standing position behind the two female agents.

"Well, well Agent May, it's been a while" Stark said as he took off his helmet. Victoria turned her head and saw Tony smirking. She smiled back.

"Stark, nice to see you could join us." She said as she looked out the window as the clouds began to gather around the jet.

"Well you couldn't very well save the world without me now could you?" Tony laughed. Victoria shook her head as a rumble of thunder shook the jet. Natasha looked over at Victoria confused. Victoria shrugged. There was silence in the cabin for a few moments.

"I don't like it." Steve said.

"What? Rock of Ages giving up so easily?" Tony said. Victoria snorted at the name, earning a smirk from Tony.

"It was never that easy. The guy packs a wallop." Steve said, frowning in frustration.

"Well you are spry for an old fellow. What's your thing, Yoga?" Tony said.

"What?" Steve said with a look of annoyance.

"You might have missed a few things, while you were stuck being a Capsicle." Tony said. Victoria shook her head.

"Stark, shut up and leave him be." She said but she was completely ignored.

"Fury didn't say he was calling you in." Steve said.

"Yeah well there are a few things he doesn't tell you." Tony replied. Victoria rolled her eyes, as the thunder outside grew louder and shook the jet even more.

"Where's this coming from?" Natasha asked. Victoria shrugged as she helped trying to bring the jet under control. The next thing she knew the back door was being opened and Stark and Steve were flat on their backs and Loki was gone. Tasha looked round.

"Another Asguardian?" She questioned. Tony was up on his feet first and walking towards the back of the jet.

"Stark we need a plan of attack!" Steve shouted as wind ripped through the cabin.

"I have a plan. Attack." And with that Tony was gone flying after the unknown person who had just nicked their prisoner. Steve picked up a parachute of the side and put it on.

"I'd sit this one out Cap!" Victoria yelled over the wind.

"No can do ma'am." He said as he strapped up the parachute.

"I wouldn't Cap, these guys come from legends, they are basically gods!" Tasha yelled at him. He looked up with a determined look on his face.

"There's only one god ma'am" He said back and with that he ran and jumped out of the jet. Tasha side audibly and shook her head.

"This is turning into a disaster." She said as she began turning the plane round. Victoria nodded.

"Can you handle the plane on your own?" Victoria asked as she unbuckled her seatbelt.

"Yeah why? What are you going to do?" She asked as she looked at the Brit.

"I'm going to make sure they don't kill each other." Victoria answered; Tasha nodded and took over the controls. "I will let you know what's happening." Victoria stood up and walked to the back of the plane and hit a button that lowered the back door. As she did the wind whipped up around her face, causing her eyes to water a little. Taking a deep breath, Victoria walked to the end of the lowered door and jumped.

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**Hope you guys enjoyed! Reviews Please! x**


	3. Chapter 3

**Here you go chapter three! It's a long one this one and quite a bit of the speech is from the film (again the avengers and the speech which is familiar is not mine!) I hope you enjoy there's quite a bit of action in this one. **

**I hope you like it! **

**=D**

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Victoria was quickly free falling through the sky. The dark sky was passing her by fast and the ground was fast coming up to meet her. Victoria shut her eyes and concentrated on changing the air around her so it would gently glide her down to the ground. Sure enough after a few moments the air around her began to gather underneath her, almost like a cushion, and that began to push her into a standing position in the sky. From her position she could see Tony and another person fighting, and off to the left of them she could see Steve's parachute coming into land. Over to her right however she could see Loki unattended on top of a mountain. Frowning at the fact the bad guy had been left unattended, Victoria changed course and headed towards Loki. The wind whipped at her hair as she began her decent on to the mountaintop, and Loki must have felt a presence come up behind because he turned round and faced the woman as she placed her feet elegantly on the floor. Up close, Victoria thought, Loki looked much more sadistic and terrifying, especially with the creepy smile he had on his face.

"Victoria May. What an honour to meet the trainer and best friend of Clint Barton." He said and stood to his full height. Victoria frowned and walked cautiously towards the Asguardian.

"How do you know my name?" She asked as she stopped about 3feet away from Loki. He chuckled.

"I know many thing, I know everything there is to know about you." He smirked. She glared at him.

"Clint told you then." She stated. His smile grew wider.

"Oh you are a smart one. It's a shame I don't have my scepter, you would prove useful, even with you special talents." He said as he took a step towards her. Victoria gulped but stood her ground. How he knew about her powers she didn't know but Victoria had only told one person in her life about what she could do and he was currently hovering 30,000ft in the air on the Hellcarrier. Natasha didn't even know.

"How do you know? Clint doesn't know." She said. He chuckled once more.

"Oh I can sense it. I can sense the power that's locked within you. I can even sense how scared you are to use it." He said as he began to circle her.

"I am not scared." Victoria growled. Loki took a step closed so his head was close to her ear.

"Oh but you are. Are you scared to be beaten? Like when you were young?" He taunted.

"Shut up." Victoria growled and shut her eyes, an image of her uncle's fist connecting with her 5-year-old self, flashed behind her eyelids.

"Are you scared to be rejected? To be worthless?" He chuckled. Victoria's body began to tremble as the images that she had hidden in the back of her mind came running to the front.

"SHUT UP!" Victoria yelled as she felt the air build up around her and in a shockwave released it and chucked Loki into a pile of rock. He landed heavily and got up laughing manically.

"Oh you will be an interesting pawn." He laughed. Victoria glared at him and went to the edge of the cliff, and saw that the fighting below and finished. Victoria placed a hand to her ear to activate her communication device.

"Tasha the commotion is finished, land in the clearing that was created by Stark and them. I have Loki in custody." Victoria said.

"Roger that." Was the reply.

Victoria turned round to Loki, who was still smirking horrendously. She walked up to him and grabbed him by the shoulder and collected the air from around them to lift them and take them to the clearing below. The clearing had been completely decimated. At least 50 trees had been destroyed and were broken and Tony and the unnamed attacker looked battered and bruised. Steve well, Victoria thought he looked pissed off. When he saw her walking towards them though his face lightened slightly.

"Vicky!" Tony shouted. Victoria glared at him.

"What possessed you to come chasing an Asguardian God?" She asked as she pushed Loki in front of her. Tony simply shrugged to which Victoria rolled her eyes. "Natasha is on her way with the quinjet. While we wait, who might you be?" Victoria turned to the unknown person. He stood at over 6ft and had shoulder length blonde hair and blue eyes, and was dressed similarly to Loki. He had a deep frown on his face and in his hand he held a hammer.

"I am Thor Odinson of Asguard. I have come to collect Loki." Thor boomed.

"Thor? As in God of Thunder?" Victoria asked. Thor nodded. "Coulson mentioned you."

"Son of Coul?" He asked. The engines from the quinjet could be heard coming over the clearing.

"Yeah, if you come with us I will take you to him and he can explain the situation." She said as the quinjet landed and the door lowered.

"Certainly. Lead the way Lady…?" He said.

"Victoria." She smiled as she walked onto the jet and took her seat next to Tasha. She looked at Victoria curiously.

"What?" Victoria asked.

"How did you get down from the jet? I didn't see you take a chute?" She asked as the back door shut and Natasha began to take off.

"I did, you must have not seen me take one." Victoria answered as she put a headset on and contacted base.

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Back at base, Victoria walked to the bridge trying to shake of the uneasy feeling that Loki had given her. She had never lost control like that in her life. She had done so well at keeping her talents under wraps. And all her hard work of keeping it a secret could be undone with a single sentence. On the Hellcarrier the only person who knew that she was a mutant was Phil Coulson and when he had found out he promised not to tell a soul. She never wanted Fury to know. As much as S.H.I.E.L.D was her home, she never trusted Director Fury, he always manipulated things to get what he wanted, and she was afraid that if he knew she might be used as a weapon. She refused to be a weapon that could kill.

Shaking her head she walked through the doors of the bridge and saw: Natasha, Dr Banner, Steve and Thor round a table. Maria Hill another senior agent was off to the side. Taking a seat at the head of the table, Victoria acknowledged Dr. Banner, as she hadn't formally met the man yet.

"Dr. Banner, I'm Victoria May." She said putting her hand out for him to shake.

"Uh, nice to meet you." He said as a screen appeared on the surface of the table. The screen showed a detention cell that was originally built for Dr. Banner if he were to Hulk out. In the cell was Loki stood smirking at Director Fury.

"...it's 30,000 feet straight down in a steel trap. You get how that works? Ant... boot." Fury said motioning from the cage to the control panel.

"It's an impressive cage. Not built, I think, for me." Loki replied

"Built for something a lot stronger than you."

"Oh, I've heard. The mindless beast, makes play he's still a man. How desperate are you, that you call on such lost creatures to defend you?" Loki asked looking down the camera.

"How desperate am I? You threaten my world with war. You steal a force you can't hope to control. You talk about peace and you kill 'cause it's fun. You have made me VERY desperate. You might not be glad that you did." Fury said walking closer to the glass window that separated the pair.

"Ooh. It burns you to have come so close. To have the Tesseract, to have power, unlimited power. And for what? A warm light for all mankind to share. And then to be reminded what real power is." Loki chuckled.

"Well, let me know if "real power" wants a magazine or something." Fury said as he began to walk out the door, but was stopped when Loki said something else.

"If you want to know real power, talk to Agent May. She might be able to help you understand how to control real power better." Loki said as he turned to the camera and almost looked straight into Victoria's eyes. Victoria sat there and stared at the now blank screen as she felt all the eyes in the room on her. She looked up and saw that they had all confused faces.

"What was that about?" Natasha asked. Victoria turned to turn, she could see in Natasha's eyes that she felt slightly betrayed. Victoria saw she had one of two options, One: Lie or two: tell the truth. She chose the first one.

"How should I know?" Victoria said with a shrug of her shoulders.

"So what Loki's lying?" Steve asked, his tone almost hopeful, as he couldn't believe that this woman in front of him could turn against her team.

"Obviously." She said and leaned back in her chair with a blank face.

"I don't think we should be focusing on Loki. That guy's brain is a bag full of cats. You can smell crazy on him." Bruce said as he clutched his glasses

"Have a care how you speak! Loki is beyond reason, but he is of Asgard and he is my brother!" Thor almost shouted while pointing a threatening finger in Bruce's direction.

"He killed eighty people in two days." Natasha stated as she leaned her arms on the table.

"He's adopted." Thor responded quickly. Victoria snorted.

"Does Loki need any particular kind of power source?" Steve asked.

"He got to heat the cube to a hundred and twenty million Kelvin just to break through the Coulomb barrier." Bruce said.

"Unless, Selvig has figured out how to stabilize the quantum tunnelling effect." Stark said as, he walked in with Coulson, Tony turned back to Coulson and mumbled something, to which Coulson nodded.

"Well, if he could do that he could achieve Heavy Ion Fusion at any reactor on the planet." Banner said and as he was doing so Victoria saw Stark place something underneath one of the screens, which was near the table.

"Finally, someone who speaks English." Said Tony with an exasperated tone and a fling of his arms.

"Is that what just happened?" Steve mumbled, which Victoria heard and gave him a smile to which, he blushed.

"It's good to meet you, Dr. Banner. Your work on anti-electron collisions is unparalleled. And I'm a huge fan of the way you lose control and turn into an enormous green rage monster." Tony said as he shook Bruce's hand

"Thanks. I think." Bruce said with an uneasy look.

"Stark, Dr. Banner is only here to track the cube. I was hoping you might join him." Fury said as he walked in the room. As he did Victoria shrank lower into her chair to make herself invisible. Tony turned to Bruce motioning to him to lead the way, the two walked out of the room and Fury turned to Victoria.

"May." He said. Victoria stood up with a sigh.

"Yes sir." She answered.

"With me. You too Coulson." Fury said as he motioned for him to follow. Victoria gave Coulson a scared look, as she was terrified that her secret was about to be discovered. Coulson gave her a reassuring smile that didn't do much to settle her nerves. Fury led them down a couple of hallways and in through a door that led to a small meeting room. The room was small and had no windows, it had one long dark table in the middle that was surrounded by chairs. Victoria felt claustrophobic as soon as she stepped in the room. Fury walked to the head of the table, turned and his stare penetrated right into the very depths of Victoria's soul.

"Want to tell me what the hell Loki was on about, May?" he asked. Victoria raised her head high and straightened to her full height and stared straight back at Fury.

"I honestly don't know sir. Maybe it's a part of some weird plan he's got." She answered.

"Really?" He asked as he raised one eyebrow. Victoria nodded stiffly. He turned to Coulson.

"I know nothing either sir. As Dr. Banner said we shouldn't be focusing on Loki at the moment. We need to find the tesseract." Coulson reasoned. Fury thought for a moment.

"Dismissed Agent May." He said. Victoria and turned and quickly exited the room, only breathing a sigh of relief when she was a safe distance from the room. She then wandered the halls until she came across the lab where Tony and Dr. Banner were working. Entering the lab she saw Steve was there as well.

"How can you not trust Fury?" Steve said with agitation.

"Cap, he's THE spy, his secrets have secrets." Tony replied. He spotted me as I walked in through the door and waved. I smiled back.

"What's up?" Victoria asked. Steve turned to her with a frown.

"Stark believes Fury is up to something." Steve said.

"I wouldn't be surprised. Fury is always hiding something, I don't even trust him." Victoria said as Tony offered her a blueberry, which she took and plopped into her mouth.

"But you work for him." Steve stated.

"Doesn't mean I have to trust him. I'm assuming that this came about because Stark is breaking into the S.H.I.E.L.D mainframe?" Victoria asked as she raised an enquiring eyebrow at Stark, who in return smiled cheekily.

"How'd ya know?" He said plopping a handful of blueberries into his mouth.

"I'm a spy, Stark, I'm trained to notice." Victoria stated. Steve sighed.

"We have orders, we should follow them." He said, looking pointedly at Tony.

"Following's not really my style." Stark said.

"And you're all about style, aren't you?" Steve said taking a step towards Tony. Tony noticed this and squared his shoulders.

"Of the people in this room, which one is A - wearing a spangly outfit and B - not of use?" Tony said. Steve was about to retort when Victoria stepped in between the pair.

"Quit it the pair of you. Steve you have to believe there's more going on here." Victoria reasoned. Steve looked down at Victoria; her eyes were filled with anxiousness and worry.

"Just find the cube." He said and left the room. Victoria turned to Tony.

"You know you are a douche right?" She said.

"It's not my fault he's blind to what's happening around him." Tony replied walking over to a computer. Victoria sighed and exited the room; making her way to the quite gym she had shown Steve. Once she was there she wrapped up her hands and began to pummel a punching bag. Victoria could understand Steve's frustrations, it wasn't his fault that he still believed in a world were people were still patriotic and in a world where there were no bullies. However she could also see Stark's argument as well, Steve had to wake up and realise that this world as much as they want it to be full of peace and happiness, it just wasn't going to happen. Victoria would be lying if she thought that Fury had been telling the truth, but like she said she didn't trust the man. In her opinion he was looking for the next best weapon.

Victoria began to hit the bag harder, as her thoughts turned to her own powers and how Loki had almost revealed them. She was lucky people thought he was nuts, but what dawned on her next was the fact there may come a time where she would have to reveal herself and then she would have to deal with Fury. That was a day she was not looking forward to and unfortunately it might been sooner than she thought. Victoria's punches got stronger as she felt the air around her knuckles gather. It got to a point where she was that angry where she just opened her fist and released the air that was gathered the result was that it sent a shockwave that knocked the punching bag to the floor. With her breathing heavy, she heard Natasha's alarmed voice come over her communication device in her ear.

"Vic, get to Banner's lab. Loki means to unleash the Hulk. I'll grab Thor." Tasha said and with that Victoria took of running through halls of the Hellcarrier unwrapping her hands as she went.

When Victoria arrived at the lab, what faced her was chaos. Natasha and Bruce were shouting at each other, as were Thor and Fury and well Steve looked like he wanted to smash Tony's face in.

"What's going on?" Victoria asked as she pushed her way in between Stark and Rodgers.

"Is she on the threat list?" Stark asked.

"What threat list?" Victoria asked with confusion.

"S.H.I. monitors all potential threats." Natasha said.

"And she is on that threat list? Why?" Banner asked.

"Because I don't trust her." Fury said bluntly.

"Why what has she ever done?" Steve asked, momentarily forgetting Stark.

"There is something about her that has always seemed off." Fury stated looking at Victoria. "And What Loki said just adds to my suspicions." Victoria's breathing began to quicken.

"Are you all that naive to believe she wouldn't be? She trained me." Natasha said.

"So wait Captain America's on there too? Above or below angry bees?" Stark said taking another jab at Steve and from there everyone just began shouting.

"You speak of control, yet you court chaos." Thor chuckled

"It's his M.O., isn't it? I mean, what are we, a team? No, no, no. We're a chemical mixture that makes chaos. We're... we're a time-bomb." Bruce said.

"Dr. Banner mind backing off." Fury said and another argument broke out as Victoria just stood there and watched. This was the team that was supposed to save the earth? She thought. If it carries on there's no way we stand a chance. There are too many egos getting in the way not to mention that we don't trust each other, she thought also. These thoughts carried on inside her brain until there was a beeping noise.

"Got it." Stark said but he only made it about two steps because an explosion ripped through the lab knocking everyone off their feet. As Victoria fell however she felt a pair of hands grab her and push her underneath a body. Once the commotion hand subsided, she looked up at stared straight into a pair of bright blue eyes.

"Are you all right ma'am?" Steve asked his face full of worry as he scanned her for injuries. Victoria nodded her head and coughed.

"Yes thank you Steve." She smiled; he smiled back and stood up, while putting a hand out for Victoria to grab. She took it gratefully and he hauled her to her feet without much effort.

"The explosion came from engine three. It's down." Maria Hill's voice came over Victoria's ear piece.

"Stark get outside and fix it." Fury shouted and Tony took off followed by Steve.

"We have hostiles on board." Maria's voice came again. "They are making their way to engine 3 and the detention centre."

"Stop them at all costs." Fury said. Victoria took off running in the direction of engine three first and as she did, she noticed that everywhere was chaotic. People were on the floor injured and bleeding, there were medics running here, there and everywhere and on top of that, a group of hostiles were heading down the corridor towards Victoria. One shot at Victoria, she ducked and thrust her arm out as she used the air to knock him over. The next hostile to attack, came at her with his gun raised as if to hit her on the head, which meant his stomach was exposed. So Victoria did a roundhouse kick and knocked him back into the solid metal wall knocking him out cold. Another one shot at her and as she moved to dodge it, it grazed her right arm, hissing with pain Victoria un-holstered her gun and shot of two rounds into the man's chest effectively killing him. As much as Victoria hated to kill and did her best not to, there were times that called for it. Punching one more square in the face, she surveyed that there were no more in this area and took off towards the detention centre instead of engine three, with the Hulk's roars reverberating through the halls. As she was running she heard Maria's voice once more.

"We've lost all power to engine one." She said.

"It's Barton. He's taken out all our systems. He's heading for Loki. Anyone copy?" Fury said, to which Natasha replied.

"I copy." She said in a shaky voice. Victoria worried at the tone of voice wondering what had happened to shaken the steel exterior of the Black widow, but she was also happy at the fact that Clint would be taken down by a friend. Victoria pushed her pace to reach the detention centre, and when she reached her destination it seemed like everything had just reached the detention centre to see Loki stab Coulson through the back so the point of his scepter came out through Coulson's chest covered with blood.

"NO!" Victoria yelled as Loki chucked Coulson against the wall and hit the button that would send the steel cage that had Thor in it plummeting towards the earth. Loki turns to Victoria with a giant smirk.

"Come to show me what 'real power' is?" He mocked. Victoria glared at the Asguardian as she took a threatening step towards Loki, but her march was stopped when a pained voice echoed through the room.

"You're going to lose." Coulson whispered.

"Am I?" Loki said cockily as he turned to the dying man. "And why is that?" he laughed.

"You…lack conviction." And with that Coulson shot Loki through a concrete wall at which Coulson let out a shaky laugh. Victoria ran to Coulson's side and removed the gun from his lap and put her bare hands on his heavily bleeding wound to try and stop the bleeding. Taking one hand away she put a finger to her ear.

"If anyone can hear me, Coulson is down. I repeat Coulson is down. Need medic team in detention centre immediately!" Victoria shouted. There was crackling for a moment and then there was a reply.

"On our way." A voice answered. Victoria looked back at Coulson, who's eyelids were slowly closing.

"No you stay with me Phil. Don't you dare die on me!" She shouted. Phil's eyes opened up slightly.

"I knew…you'd be great…" He wheezed.

"Don't you dare give me a goodbye Coulson!" Victoria yelled. "I need you! You were like my father! I didn't die on you! So don't you dare die on me!"

"Give them…something to… fight for…" And with that he slipped into unconsciousness as the medic team arrived and pushed Victoria out the way. Dazed, Victoria thought back to the day Phil Coulson saved her life.

* * *

_Southeast London, Year 2000 _

_Victoria is 15years old_

_A back alley behind a pub. 10:00pm _

_Victoria lay in a puddle on the floor as she looked up the dark sky, wishing for the end to come. Only an hour previously she had been chucked into an underground fighting ring against a man that was twice her age and twice her age. The man was bald and had a scar that ran right the way down the left side of his face. He had muscles that were too ugly to look at and only wore jeans. The fight had been bloody and had left Victoria with a broken jaw, four fractured ribs, a broken wrist and a stab wound to the stomach. She had lost the fight and they chucked her into the back alley where she lay to die. The alley was filled with rubbish bins and black bags that had been torn open by rats, cats and any other animal that ran by. The stench was so horrendous that it could make the strongest of stomachs turn. Victoria actually thought it was fitting. Seen as everyone saw her as a piece of rubbish she may as well die amongst it. _

_ Victoria stared at the sky, wishing for the end to come quickly, but God thought different. She would have a slow and painful death. Victoria sighed painfully and was thankful that her powers were keeping her dry as the rain fell on her and not soaking her through. Victoria must have been in the alley for at least an hour before the pain in her body had begun to subside; from this she knew her end was close. She leant her head back and closed her eyes, only to open them again when she heard footsteps approach. Oh great she thought, someone is coming to finish her off, let it be quick and she closed her eyes again. The footsteps stopped right next to her body and she felt someone kneel down. Victoria opened her eyes to see Phil Coulson there, with a look of pure worry. (He had more hair back then, her conscious mused.) _

_"Victoria May?" He asked._

_"Y…eah?" She wheezed out painfully._

_"I'm Phil Coulson. I'm here to help." He said. Victoria snorted and then groaned in pain and slipped into a black abyss. When she woke, it was only for a few moments but Phil was by her bed. When she woke up again, Phil was there again. When Victoria fully regained consciousness Phil was there and told her that everything would be okay. Victoria had looked him in the eyes that day and saw the trust she had always longed for. It was that look in Phil Coulson's eyes that saved Victoria's life..._

Victoria was brought back to the present by two words.

"He's dead."

* * *

**There you go chapter 3! exciting stuff! I am pretty sad that I killed of Coulson seen as the man is a legend, but it was relevant to do so, you will later on get to see more coulson in flash backs however! Hope you enjoyed. Reviews Please! **

**x**


	4. Chapter 4

**Hey guys :) Here is the next chapter. Sorry it's been a couple days been working, I would like to thank all the people who have been reading and to the couple of people who have reviewed. I appreciate it. I hope you enjoy this chapter. **

**Thanks :) **

**P.S there is some language used in this chapter. **

* * *

The two words echoed round and round in Victoria's head as the medics removed the body. Coulson was dead. Dead. The feeling cut through Victoria's heart like a knife. Coulson was the closest thing to family she had and just like the rest of her family he was taken away from her. Sighing sadly, Victoria was now alone in the room. Walking over to the bloodstain that streaked the wall, Victoria sat down by the stain put her head in her hands and sobbed. Was she meant to be forever alone in this world? Was she going to die alone? Would everyone she loves desert her at some point? The thoughts ran round in her head as she sobbed her broken heart out. It wasn't long before Tony walked and noticed her crying, however he did nothing expect look at the empty space where the cell once was. He obviously was grieving in his own way. The only sound in the room was Victoria's sniffing as she tried to control her sobbing. Steve walked in, however he didn't notice Victoria.

"Was he married?" Steve asked.

"No. There was a cellist... I think." Tony replied solemnly.

"He seemed like a good man." Steve said with a small nod.

"He was an idiot." Tony spat. Victoria's head snapped up and she stood.

"Excuse me?" She said walking to beside Steve, who looked shocked at her tear stained face.

"He took on Loki alone. It was stupid." Tony said.

"Phil Coulson died believing in heroes. He died believing in what was right, what was good. What right do you have to insult that?" Victoria said menacingly.

"Vic…" Steve started but Tony cut him off.

"He should have waited." He said while looking down.

"There wasn't time to wait. He did what was necessary!" Victoria shouted.

"Loosing a soldier isn't easy, Stark." Steve said.

"We are NOT soldiers!" Stark said. "I am not marching for Fury."

"Don't then! March for something meaningful! Fight because our world is threatened; fight because YOUR world is threatened. Fight for Coulson; fight so he doesn't die in vain. People like us, Tony, we have the responsibility to look after the people who can't defend themselves. If we don't, then this world has no hope." Victoria said. Tony sighed and looked at the bloodstain.

"He made it personal." Tony stated. Steve frowned.

"That's not the point." Steve said. There was a silence for a moment and Victoria realised that maybe Tony was on to something.

"But it is though, that was his point. He wanted to show how easily he could break us." Victoria said turning to Steve.

"He wants to show he's better than us. That's his M.O. He wants to be seen doing it." Stark reasoned as he walked towards the pair.

"Like in Stuttgart?" Steve said looking between the pair.

"He wants a stage, a place where he can put his name in lights." Victoria mused.

"He wants an audience, a monument built to the heavens…" Tony said but stopped halfway through. "Son of a bitch…" He finished and ran out of the room. Steve looked at Victoria confused.

"What did I miss?" He asked. Victoria looked at him, and saw a frown wriggle his forehead.

"Loki is going to Stark Tower." Victoria said.

"The big ugly thing in New york?" He asked. Victoria smiled a little.

"Yes. Loki knows that he will get an audience there." She said back. "We should find Natasha and follow Stark. It will get messy." And she turned to walk out of the room but stopped when Steve spoke.

"Victoria wait." He said as Victoria turned back round. "Are you okay? I mean with…" He said while motioning to the bloodstain. Victoria looked at the stain sadly. She would mourn more later, but at that moment she had a team to wrangle.

"No Steve I'm not, but I can't be sad now not when the fate of the world depends on us. Coulson wouldn't have wanted that." Victoria said taking a step towards Steve.

"Did you know him well then?" He asked as she leaned against some railings. She nodded.

"He was the one who recruited me. He saved my life. I was only 16 at the time, I hadn't had a good life up until he found me in a back alley in London." Victoria explained, why she was opening up to Steve she didn't know, she didn't even warm up to Natasha and Clint that quickly. Victoria looked at Steve, his bright blue eye shone with concern.

"You've been with S.H.I.E.L.D that long?" He asked leaning against the railings too.

"It gave me a roof over my head and three meals a day. It's my home. I know nothing else." Victoria said. Steve looked at the woman next to him; she looked as if she had the weight of the world on her shoulders and Steve wanted nothing more than to help her ease that weight. He didn't know why and he didn't know how, but he wanted to. There was something about Victoria that intrigued him. He wanted to know her better.

"We should find Natasha." She said straightening up. She looked at Steve with a small smile. "Thanks Steve." Steve smiled bashfully and followed Victoria out of the room. Later they found Natasha in the infirmary with a rehabilitated Clint Barton.

"Clint!" Victoria beamed as she walked in through the door. Clint stood from where he was sitting.

"Vic! I am so sorry. I didn't know what I was doing, I swear." He rambled. She smiled and embraced him.

"Don't worry Clint. It was out of your control. I'm glad you are back." Victoria said. "How did you do that by the way?" She said looking at Natasha.

"I hit him really hard in the head." She replied. Victoria smiled.

"We are heading to New york. That's where it's going to go down." Victoria said. Cap walked into the room.

"You got a suit?" He said, Clint nodded in return. "Good. Suit up." And then Steve left the room. Natasha looked at Victoria and Victoria just shrugged and left the room to. She jogged to catch up with Steve.

"You okay?" She asked as they headed towards the hangar where the jets were kept. Steve sighed sadly.

"Yeah, it's just a lot to take in really. I mean I have only been awake 6 months and I'm chucked into a war that's not a battlefield, it's in the streets where people live. That's hard to handle. I was made to battle men with guns, not aliens." Steve explained. Victoria nodded; she couldn't even begin to imagine how Steve was feeling, to be thrown into a world when you knew no one, and things were different from what you remembered.

"I can't imagine."

"It's frustrating. Being alone doesn't help." He said sadly. Victoria looked at Steve, his head was hung low, making his blonde hair fall into his eyes and his forehead was crumpled, and his mouth was a straight line and his shoulders were slumped. Victoria's heart ached a little.

"You aren't alone Steve." She said. He looked at her confused. "I… I may not know what you are going through personally, but I do know what it's like to be alone and I wouldn't want a nice guy like you to go through that." She said as they walked into the hangar. Steve's face lit up slightly at her words. Maybe he wasn't as alone as he thought.

The hangar was busy, but that was nothing new for the Hellcarrier, what was odd though, was Tony Stark at a workstation with a welder.

"Stark!?" Victoria shouted. Tony looked up and saw the Captain and the Agent heading his way. He pushed up the visor on the welding helmet.

"I thought you would've been long gone by now." Victoria said.

"I needed to repair my suit first." He said. Steve nodded, as Natasha and Clint joined them suited and booted. It was a few more minutes until Tony had finished his repairs and was assembled in his suit once more. After that Natasha, Clint and Steve commandeered a quinjet from a poor unsuspecting agent, and began the pre-flight checks. They were all busy until they noticed that Victoria had not stepped on board with the other three. Clint looked at her oddly.

"Are you not coming, Vic?" He asked.

"I…uh…" She stuttered.

"Victoria, we need to leave now." Steve stated.

"Yeah, I know… I kinda have my own way there." She said and mumbled the last part.

"What?" Tasha asked. Victoria sighed.

"I have my own way there." Victoria said. Tasha looked at her suspiciously.

"How?"

"It's a surprise?" Victoria said with a hint of a question in her voice. "Look I will meet you there I promise." Steve looked at her with concern. "Honestly Steve, I will be there." Steve simply nodded, taking her word for it. It shocked her really, no one had trusted her that well over the years, and Fury was a prime example. Victoria stood back as the back of the quinjet lifted shut and then began its take off. Stark stepped next to her, nodded and then he took off also. Victoria sighed and headed to the upper flight deck of the Hellcarrier. She pushed open the heavy metal door and she felt the force of the wind hit her. In such a crazy time the feeling of the wind rushing around her, calmed her. She felt at peace. Victoria looked over the railings in front of her, the white fluffy clouds passed by like sheep grazing in a field of blue grass. Victoria sighed. The world was beautiful from up here, she thought, up in the sky there was no war, just endless peace. Victoria climbed the black railings in front of her and balanced precariously on the top. She opened her arms out wide as the wind whipped at her ponytail and embraced the air. With a deep breath she fell forwards.

* * *

The rushing air made Victoria's ears pop, as she felt the air begin to cushion against her body and begin to carry her. It was an exhilarating feeling, a feeling that made Victoria forget all her problems and made her feel free. She opened her eyes as she saw the sea coming up to meet her. She could see the coast from where she was, what she could also see was a pillar of blue light heading towards the sky. Crap, she thought and flew off towards the pillar of light. What she saw when she arrived at New York was awful. It was pure and utter chaos. Stark tower had lost 90% of it's windows and the street before it was littered with burnt out cars, rubble and unfortunately bodies of innocent people.

From her position, Victoria could see Cap, Natasha and Clint on the ground. There was no sign of Bruce or Thor, however there was a flash of gold and red flying around the tower. In the sky above the tower was a portal, and out of that portal came foul looking creates, whose skin was a sickly green/grey colour. In all honestly, it scared the living crap out of Victoria.

"Holy Shit." She said as she flew closer to scene.

"Vicky is that you?" Natasha said.

"Yeah." Victoria replied still dazed.

"How did you get here?" Clint asked as he hit an alien around the head.

"She flew." Stark said as he flew straight passed me and blasted some aliens.

"What are you on about Stark?" Steve said.

"Turn round Capsicle." He said. So that's what he did, Steve turned round to see Agent Victoria May hovering in the air, as the wind whipped her brunette hair around her face. To say the very least, it surprised him, he never would have thought that she would have powers like that. In all fairness Steve thought she didn't have any powers at all. Victoria smiled sheepishly as she landed on the floor. Natasha walked up to the girl, with a blank look on her face.

"Hi." Victoria said.

"Me and you, we are going to have a chat after this is over." She said. Victoria nodded, knowing how Natasha must be feeling, betrayed.

"Yeah girl, you got some explaining to do." Clint stated. An explosion erupted behind Clint and Victoria pushed him to the ground, then stuck her hands out as water sprouted from them and doused the flames. Clint looked up at the Agent with wide eyes.

"Now that was cool." He said as he got to his feet. More explosions erupted around the quartet as Thor came crashing to the ground. The only person missing now was Banner. Natasha helped Thor to his feet.

"What's the story?" Steve asked.

"The field around the cube is unbreakable." Thor grunted.

"Point Break is right. We have to deal with these guys first." Tony stated as he blasted another alien out of the sky.

"What do we do?" Victoria asked as she surveyed the scene.

"We fight." Steve said as he squared his shoulders and raised his head high.

"How?" Tasha stated. "They out number us 10 to one."

"As a team." Steve said, with a look of pure determination on his face. This is what he was made for Victoria thought. Steve was made to lead.

**Hope you enjoyed! **

**x**


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